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Exhibit 10-T
PATENT ASSIGNMENT AGREEMENT
This Agreement is effective January 20, 2000 (the "Effective Date") by
and between Parlex Corporation, a Massachusetts corporation, having its
principal place of business at 145 Milk Street, Methuen, Massachusetts, 02855
(hereinafter referred to as "Parlex") and Polyclad Laminates, Inc., a
Massachusetts corporation having its principal place of business at 40
Industrial Park Drive, West Franklin, New Hampshire, 03235 (hereinafter referred
to as "Polyclad").
WHEREAS Parlex is the owner of issued U.S. patents and corresponding
foreign patent applications, which are identified in Schedule A attached hereto,
hereinafter referred to as "Patents";
WHEREAS Polyclad has certain License Rights under the Patents as set
forth in an Agreement between Parlex and Polyclad dated June 1, 1996;
WHEREAS Polyclad is willing to acquire and Parlex is willing to convey
ownership in the Patents on the terms and conditions as set forth in this
Agreement.
NOW THEREFORE in consideration of the premises and the mutual
obligations of the parties and other good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.0 ASSIGNMENT
1.1 Parlex hereby sells and assigns to Polyclad all right,
title and interest in and to the Patents, including the right
to sue for past infringement, subject to certain pre-existing
licenses as set forth in Section 2.0 herein, and subject to
certain retained licensed rights of Parlex as set forth in
Section 3.0 herein.
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1.2 Parlex shall, upon execution of this Agreement, execute
confirmatory patent assignments recordable in the United
States Patent and Trademark Office, or appropriate foreign
patent offices in the form set forth in Exhibit 1 hereto.
2.0 PRE-EXISTING LICENSES
2.1 Parlex has existing License Agreements with Allied Signal
Laminate Systems Inc., now Isola Laminate Systems Corp.,
Samsung Electro-Mechanics Co., Ltd., and Polyclad Laminates,
Inc. The Polyclad License Agreement is terminated as of the
effective date of this Agreement. The License Agreements with
Isola and with Samsung remain in effect.
2.2 Royalties paid to Parlex under the existing License
Agreement with Isola shall be paid by Parlex to Polyclad
within thirty (30) days of receipt by Parlex of each such
payment.
2.3 In the event that royalties under the existing License
Agreements are not paid or in the event of any other breach of
an existing License Agreement by a Licensee, Parlex shall so
inform Polyclad and shall take such action to recover royalty
payments or otherwise remedy the breach as is agreeable to
Polyclad and at the expense of Polyclad.
3.0 LICENSE TO PARLEX
Parlex shall have and retain a non-cancelable royalty free
non-exclusive license under the Patents to make, have made, use, sell and
otherwise practice the inventions covered by any one or more claims of any and
all of the Patents throughout the world for Parlex's own use in the manufacture
and sale of circuit board products but not for the sale of foil having a cured
and semi-cured resin. Parlex shall have the right to sublicense or assign this
royalty free license to any Affiliate of Parlex and to any successor of the
business of Parlex to which this Agreement relates for use by such Affiliate or
successor in the manufacture and sale of circuit board products but not for the
sale of foil having a cured and semi-cured resin. Parlex shall have no other
right to sublicense any of its license rights granted under this Agreement.
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For purposes of this Agreement, "Affiliate" shall mean any
corporation, or other business entity, which Parlex either directly or
indirectly controls or which directly or indirectly controls Parlex or with
which Parlex is under common, direct or indirect control. As used herein, the
term "control" shall mean the holding of sufficient voting stock or other
indices of ownership: (1) to elect at least fifty percent (50%) of the directors
of such corporation, or (2) to cause the direction of the management and
policies of such other business entity.
4.0 PAYMENTS
4.1 Polyclad shall pay to Parlex the amount of one million
three hundred thousand dollars ($1,300,000.00)payable in three
installments as follows:
(a) Five hundred thousand dollars ($500,000.00) on January 14,
2000;
(b) Five hundred thousand dollars ($500,000.00) within fifteen
(15) days following January 1, 2001; and
(c) Three hundred thousand dollars ($300,000.00) within
fifteen (15) days following January 1, 2002.
4.2 It is recognized that Polyclad has paid Parlex an amount
in excess of one million dollars ($1,000,000.00) since 1997
for license rights to the Patents under the license agreement
noted in Section 2.0 above.
4.3 Polyclad shall, upon execution of this Agreement, execute
a Security Assignment in the form attached hereto as Exhibit 2
and under which Parlex shall have a security interest in the
Patents until full payment of the one million three hundred
thousand dollars($1,300,000.00) called for under Section 4.1
hereof.
5.0 PATENT MAINTENANCE AND PROSECUTION
Polyclad shall be responsible for payment of all patent
prosecution, maintenance and other expenses for the Patents which accrue after
the Effective Date of this Agreement, and shall be responsible for the diligent
prosecution of all pending foreign patent applications included in the Patents,
to the extent feasible or advisable in the reasonable view of Polyclad. Until
full payment of the one million three hundred thousand dollars ($1,300,000.00)
called for under
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Section 4.1 hereof, Polyclad shall maintain all issued patents listed in
Schedule A and diligently prosecute all patent applications listed in Schedule
A. Promptly following execution of this Agreement, Parlex shall provide Polyclad
with the complete prosecution history of each patent and patent application
listed in Schedule A.
6.0 REPRESENTATIONS
6.1 Parlex represents that:
(a) it owns all right, title and interest in the Patents
subject to the pre-existing licenses which have been granted
as noted in Section 2.0 above;
(b) applicable maintenance and/or annuity fees have been
timely paid for the Patents and are up to date in all
applicable jurisdictions;
(c) it has no knowledge of any infringement by others of the
Patents;
(d) it has no knowledge of any patents of others that would be
infringed by practice of the inventions covered by the
Patents; and
(e) it does not own any other patents or patent applications
that cover two pass coating of resin on copper foil to
different degrees of curing. Except for the foregoing and
except as set forth in Section 6.3 below, Parlex makes no
representation or warranty as to the validity of any of the
Patents or that the manufacture, use, sale or other
disposition of products covered by the Patents do not infringe
upon any domestic or foreign patent of any third party.
6.2 Each party represents that it has the right to enter into
this Agreement.
6.3 In the event that the patent coverage afforded by the
Patents is substantially diminished by final adverse decision
of a court or other tribunal of competent jurisdiction as to
patentability or validity based only on Fujitsu published
Japanese Application 61-204,242, issued as Japanese Patent No.
1,985,082 on October 25, 1995, Parlex shall pay to Polyclad an
amount equal to one million three hundred thousand dollars
($1,300,000.00) less the total royalty payments received since
the Effective Date from Isola under the aforesaid pre-
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existing license agreement and less the amount of the
royalties that would have been received by Parlex from
Polyclad since the Effective Date had the pre-existing license
agreement with Polyclad remained in effect.
7.0 PRODUCT LIABILITY
7.1 Each party shall be solely responsible for any and all
product liability with respect to its manufacture, use,
advertisement, sale, lease or other disposition of products
covered by the Patents
7.2 IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR
LOSS OF PROFITS OR ANY OTHER CONSEQUENTIAL, INCIDENTAL,
SPECIAL OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT.
8.0 HEADINGS
Section headings are for convenience only and shall not be
construed to limit or extend the meaning of any portion of this Agreement.
9.0 GOVERNING LAW
This Agreement shall be governed, construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts and applicable
United States federal law.
10.0 PUBLICITY
Neither party shall disclose the terms of this Agreement
without the prior written consent of the other party, provided however, that
either party may notify others of the fact that this Agreement is in effect and
may in the ordinary course of its business disclose some or all of the
provisions of this Agreement as may be required by governmental and corporate
financial reporting laws or regulations. In addition, neither party shall use
the name of the other party nor of any employee for advertising, promotional or
other purposes without the prior written consent of the other party.
11.0 NO IMPLIED LICENSE
Nothing in this Agreement shall convey or imply any license or
right by Parlex or by Polyclad other than as expressly set forth in this
Agreement.
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12.0 ADDITIONAL DOCUMENTS
Each party shall execute such other documents as the other
party reasonably determines is necessary or desirable to confirm or perfect the
rights granted under this Agreement.
13.0 COUNTERPARTS
This Agreement is being executed simultaneously in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute the same instrument. Facsimile signatures shall be
considered original signatures.
14.0 Assignment
This Agreement may be assigned by Polyclad in its sole discretion, and
may be assigned by Parlex without the prior written permission of Polyclad in
conjunction with the sale of the business to which this Agreement relates, and
may otherwise be assigned by Parlex with the prior written permission of
Polyclad, which permission shall not unreasonably be withheld.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective as of the day and year first written above.
POLYCLAD LAMINATES, INC. PARLEX CORPORATION
By _________________________ By _________________________________
Title ______________________ Title ______________________________
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SCHEDULE A
To Patent Assignment Agreement between Parlex Corporation and Polyclad
Laminates, Inc. dated January 20, 2000
<TABLE>
<CAPTION>
PATENTS
Patent Issue
No. Date Title Country
<S> <C> <C> <C>
5,362,534 11/8/94 MULTIPLE LAYER PRINTED U.S.A.
CIRCUIT BOARDS AND METHOD
OF MANUFACTURE
5,557,843 9/24/96 METHOD OF MAKING A CIRCUIT U.S.A.
BOARD OR LAYER THEREOF
INCLUDING SEMI-CURING A
SECOND ADHESIVE COATED ON
A CURED FIRST ADHESIVE
195,528 2/12/99 MULTIPLE LAYER PRINTED South
CIRCUIT BOARDS AND Korea
METHOD OF MANUFACTURE
ZL 94193145.5 8/21/99 MULTIPLE LAYER PRINTED China
CIRCUIT BOARDS AND METHOD
OF MANUFACTURE
</TABLE>
<TABLE>
<CAPTION>
PATENT APPLICATIONS
Serial Filing
No. Date Title Country
<S> <C> <C> <C>
2,169,547 8/23/94 MULTIPLE LAYER PRINTED Canada
CIRCUIT BOARDS AND METHOD
OF MANUFACTURE
94 925 993.1 8/23/94 MULTIPLE LAYER PRINTED EPO
CIRCUIT BOARDS AND METHOD
OF MANUFACTURE
7-507722 8/23/94 MULTIPLE LAYER PRINTED Japan
CIRCUIT BOARDS AND METHOD
OF MANUFACTURE
</TABLE>
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